WKSP 8-K
Worksport Ltd (WKSP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 6, 2024, Worksport Ltd., a Nevada corporation (the “Company”), held its virtual 2024 Annual Shareholder Meeting (the “Meeting”).
As of the close of business on October 11, 2023, the record date for the determination of shareholders entitled to vote at the Meeting, there were 30,920,609 shares of common stock, par value $0.0001 per share (“Series A Preferred Stock”), issued and outstanding, and 100 shares of Series A Preferred Stock, par value $0.0001 per share, issued and outstanding. Holders of common stock are entitled to one vote per share. The Series A Preferred Stock is entitled to 51% of the total power of the Company regardless of the number of shares of Series A Preferred Stock that are outstanding. Steven Rossi, the Company’s Chief Executive Officer, President and Chairman of the Board, beneficially owns 100% of the outstanding Series A Preferred Stock.
At the Meeting, a combined total of 47,191,916 shares of the voting stock, including both common stock and Series A Preferred Stock, were represented in person or by proxy. This represents approximately 74.78% of the total outstanding voting shares. All 100 shares of Series A Preferred Stock, representing 51% of the voting power, were voted at the Meeting. The presence of these shares, both common stock and Series A Preferred Stock, constituted a quorum pursuant to the Nevada Revised Statutes and the bylaws of the Company, allowing for the transaction of business at the Meeting.
The final results for each of the matters considered at the Meeting were as follows:
| 1. | Election of the five nominees to the Board: |
| Name | Votes For | Votes Against | Withheld | Broker Non-Votes | ||||||||||||
| Steven Rossi | 40,691,851 | 0 | 175,446 | 6,324,619 | ||||||||||||
| Lorenzo Rossi | 40,591,683 | 0 | 275,614 | 6,324,619 | ||||||||||||
| Craig Loverock | 40,397,685 | 0 | 469,612 | 6,324,619 | ||||||||||||
| William Caragol | 40,640,273 | 0 | 227,024 | 6,324,619 | ||||||||||||
| Ned L. Siegel | 40,385,150 | 0 | 482,147 | 6,324,619 | ||||||||||||
Each director nominee was elected to serve as a director until the Company’s 2025 annual meeting of shareholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death, or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.
| 2. | Ratification of the selection of Lumsden & McCormick, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024: |
| Votes For | Votes Against | Abstentions | ||||||||
| 46,746,746 | 66,780 | 378,390 | ||||||||
The affirmative vote of the holders of a majority of the outstanding shares was required for approval. The proposal was approved.
| 3. | Non-binding and advisory approval of the compensation paid to the Company’s named executive officers: |
| Votes For | Votes Against | Abstentions | ||||||||
| 40,189,415 | 409,860 | 268,022 | ||||||||
The affirmative vote of the holders of a majority of the outstanding shares was required for approval. The proposal was approved.
| 4. | Adjournment of the meeting to permit further solicitation of proxies, if necessary or appropriate |
| Votes For | Votes Against | Abstentions | ||||||||
| 46,021,432 | 997,458 | 173,026 | ||||||||
The affirmative vote of the holders of a majority of the outstanding shares was required for approval. The proposal was approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WORKSPORT LTD. | ||
| Date: December 10, 2024 | By: | /s/ Steven Rossi |
| Name: | Steven Rossi | |
| Title: | Chief
Executive Officer (Principal Executive Officer) | |